Amie ColwellBreslow

Of Counsel

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Amie Colwell Breslow practices across a broad range of U.S. federal tax matters, including cross-border mergers, acquisitions, spin-offs, and other divisive strategies and restructurings, and certain specialized tax issues, such as blockchain and digital assets including conducting digital currency transactions and conversions, token offerings, and different investment and entity structures. She has extensive experience working with large multinational companies on managing and executing complex, multi-step reorganizations and divestures, developing workable policies at an industry-wide level in response to global economic policy initiatives and changes in foreign tax and corporate law. As a former in-house tax counsel and government attorney, Amie blends substantive tax knowledge with an understanding of corporate objectives and first-hand insights on the guidance and publications process.

Prior to joining Jones Day, Amie was a Senior Tax Counsel at General Electric. Prior to joining GE, she served in the Office Associate Chief Counsel (Corporate), where she worked on published guidance, controversy matters, private letter rulings, and tax policy matters concerning corporate and international tax transactions and issues.

Amie is a member of the ABA Sections of International Law and Tax (Corporate [officer] and Foreign Activities of U.S. Taxpayers [FAUST] [chair] Committees), International Fiscal Association (IFA), Women in IFA Network, and Tax Coalition. She is a frequent speaker at the ABA, IFA, GW/IRS Conference, DC Bar, Federal Bar, International Tax Institute, and TEI on a multitude of transaction topics including cross-border 304 transactions, PTEP, BEAT (base erosion and anti-abuse tax), M&A, and digital currency.

執業經驗

  • KKR’s OneStream completes $490 million IPOJones Day represented KKR, as controlling stockholder, in connection with OneStream, Inc.'s $490 million initial public offering and pre-IPO reorganization into an Up-C structure.
  • Sonoco sells protective solutions packaging business to Black Diamond Capital Management, LLC for $80 millionJones Day advised Sonoco Products Company in the $80 million sale of Sonoco's Protective Solutions assets and business to Black Diamond Capital Management, LLC.
  • Signature Aviation acquires MeridianJones Day advised Signature Aviation in the acquisition of Meridian, an award-winning private aviation company with bases in Teterboro, NJ (TEB) and Hayward, CA (HWD).
  • Home Point Capital sells wholesale originations business to The Loan StoreJones Day advised Home Point Capital Inc. in the sale of certain assets of its wholesale originations channel to The Loan Store, Inc., a national wholesale lender headquartered in Tucson, Arizona.
  • GE Aerospace sells revolutionary hydrogen and fuel agnostic generator technology to HyliionJones Day advised GE Aerospace, part of GE, a world leader in the sale of metal additive technologies and manufacturing, in the sale of a new hydrogen and fuel agnostic capable generator ("KARNO") to Hyliion Holdings Corp., a leader in electrified powertrain solutions for Class 8 semi-trucks.
  • Signature Aviation sells TAC Air FBOs to Atlantic AviationJones Day advised Signature Aviation in its divestiture of three TAC Air fixed base operations at Omaha, Nebraska (OMA); Raleigh-Durham, North Carolina (RDU); and Hartford, Connecticut (BDL) to Atlantic Aviation.
  • NerdWallet acquires On The Barrelhead for $120 millionJones Day advised NerdWallet, Inc. (Nasdaq: NRDS), a platform that provides financial guidance to consumers and small- and mid-sized businesses, in its acquisition of On the Barrelhead, Inc. for total consideration of $120 million, consisting of approximately $70 million in cash and $50 million in NerdWallet Class A common stock.
  • Armor sells stake in ARMOR-IIMAK to AstorgJones Day advised EN5, controlling shareholders of the Armor group, on the management buyout of Armor Iimak group and the simultaneous 40% investment by Astorg Midcap in the Armor Iimak group.
  • Signature Aviation acquires 14 TAC Air locations Jones Day advised Signature Aviation in the acquisition of the TAC Air business of The Arnold Companies.
  • LendingTree invests in EarnUpJones Day advised LendingTree, Inc. in the $31 million Series C financing round of EarnUp, a San Francisco-based Fintech company offering payment and data solutions for the mortgage industry.
  • Monster Beverage acquires CANarchyJones Day advised Monster Beverage Corporation in the $330 million acquisition of CANarchy Craft Brewery Collective LLC, a craft beer and hard seltzer company.
  • Confidential flat-rolled steel producer acquires Ferrous Processing and Trading Company for $775 millionJones Day advised a confidential flat-rolled steel producer in the $775 million acquisition of Ferrous Processing and Trading Company (FPT), including certain related entities.
  • Signature Aviation purchases Vail Valley Jet Center FBOJones Day advised Signature Aviation Ltd. in the acquisition of Vail Valley Jet Center, the fixed-base operator (“FBO”) at Eagle County Regional Airport (Airport code: EGE) in Gypsum, Colorado, serving the Vail Valley.
  • ARMOR USA acquires industrial segment of International Imaging Materials, Inc.Jones Day represented Armor SAS and ARMOR USA, Inc., a French-based company that specializes in the industrial formulation of inks and the coating of thin layers onto thin films, in the acquisition and financing of International Imaging Materials, Inc. ("IIMAK"), a global developer and manufacturer of value-added consumable solutions for industrial applications.
  • Signature Aviation sells Global Engine Services business to StandardAero for $230 millionJones Day advised Signature Aviation plc, a market-leading provider of global aviation support services, in the $230 million sale of the Engine Repair and Overhaul (ERO) business to StandardAero, a portfolio company owned by The Carlyle Group and a leading provider of maintenance, repair, and overhaul services.
  • Uniphore raises capital in Series D roundJones Day represented Uniphore Technologies Inc., a conversational AI platform providing automation, analytics, assistant and security services, in its issuance of Series D Preferred Stock, which was led by Sorenson Capital Partners.
  • Uniphore acquires Emotion Research Labs, S.L.Jones Day represented Uniphore Technologies Inc., an early leader in Conversational Service Automation (CSA), in its acquisition of Emotion Research Labs, S.L., a leading software developer that uses AI and machine learning, to identify emotion and engagement levels in real-time over video-based interactions.
  • Cleveland-Cliffs acquires ArcelorMittal USA for approximately $1.4 billionJones Day advised Cleveland-Cliffs Inc. in connection with the acquisition and financing of substantially all of the operations of ArcelorMittal USA for approximately $1.4 billion.
  • JTC acquires NES Financial for up to $116 millionJones Day advised JTC PLC in the acquisition of NES Financial, a technology-enabled provider of specialist fund administration and treasury services recognized on the San Francisco Business Times top Bay Area fintech list, for up to $116 million.
  • Cleveland-Cliffs completes $555.2 million Secured Notes offeringJones Day represented Cleveland-Cliffs Inc., one of the largest vertically integrated producers of differentiated iron ore and steel in North America, in connection with an offering of an additional $555.2 million aggregate principal amount of 9.875% Senior Secured Notes due 2025 and the repurchase and cancellation of $736.4 million aggregate principal amount of outstanding Senior Notes.

    • The following represents experience acquired prior to joining Jones Day.

    Represented General Electric Company as lead tax counsel in numerous transactions, including: the tax-free, split-off of Synchrony Financial valued at approximately $21 billion and the $1.65 billion acquisition of LM Wind Power.

    Executed multiple restructurings including the carve-out of various GE Oil & Gas assets in furtherance of the joint venture with Baker Hughes and the separation of various GE Company industrial and GE Capital financial assets and subsequent disposition of certain GE Financial assets that resulted in GE Capital becoming the first financial institution to shed its designation as systemically important to the financial system and the integration of Alstom Power and Grid into GE Power.

    May 2024 Alert

    Proposed Treasury Regulations Provide Guidance on New Clean Electricity Production and Investment Tax Credits

    May 2024 Alert

    Final Clean Vehicle Credit Regulations Clarify Diligence and Tracing Rules

    May 2024 Alert

    Internal Revenue Service Alters Its View on Section 355 Spin-Offs

    MAY 2024 Commentary

    New Guidance from the Treasury Department on 1% Corporate Stock Buyback Tax

    April 2024 Alert

    Administration Finalizes Regulations on Clean Energy Tax Credit Transfers

    January 2024 Commentary

    Proposed Guidance Clarifies "Foreign Entity of Concern" Restrictions for Clean Vehicle Credit

    SEPTEMBER 2023 Alert

    Much-Anticipated Tax Reporting Regulations on Digital Asset Transactions Issued

    July 2023 Alert

    IRS Updates Fast-Track Program for Certain Corporate Tax Rulings

    July 2023 Commentary

    U.S. Treasury and OECD Lay Groundwork for Selling Clean Energy Tax Credits

    May 2023 Alert

    Guidance Clarifies Requirements for Energy Tax Credits' Domestic Content Bonus
    顯示全部

    • November 14, 2023
      82nd Institute on Federal Taxation 2023 TROUBLED COMPANIES – PITFALLS AND OPPORTUNITIES https://federalbarcle.org/product/82nd-institute-on-federal-taxation-2023-presented-by-nyu-school-of-professional-studies/
    • October 24, 2023
      NYU 82nd Institute on Federal Taxation TROUBLED COMPANIES – PITFALLS AND OPPORTUNITIES
    • February 27, 2024
      DC Bar Tax Communities - Economic Substance Doctrine Revisited
    • March 31, 2023
      Hot Topics in Transatlantic M&A 23RD ANNUAL U.S. AND EUROPE TAX PRACTICE TRENDS
    • January 19, 2024
      ABA Midyear Tax Meeting - Foreign Activities of US Taxpayers (FAUST) - Moderator, Current Developments in International Taxation
    • January 16, 2024
      13th Annual London Finance and Capital Markets Conference - M&A in Turbulent Times - How To Get the Deal Done
    • December 15, 2023
      34th Annual Deputy Commissioner (International), LB&I Associate Chief Counsel (International), GW Law December 14 & 15, 2023 Institute on Current Issues in International Taxation chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://gwuirsinstitute.com/wp-content/uploads/2023/10/15983-tax-brochure2.pdf
    • June 3, 2022
      A Brave New Foreign Tax Credit World!, moderator, 50th Annual Conference of the USA Branch of the International Fiscal Association
    • March 4, 2022
      Domestic Corporate | Cross-Border M&A Developments
    • February 1, 2022
      Digital Assets – More than Just a Bitcoin Craze: Part I.
    • January 31, 2022
      Splits, Spins, Restructure or Do We Belong Together – M&A Current Developments Panel
    • October 25, 2021
      Current Issues and Trends in U.S. Outbound Taxation — Transactional Issues in an Uncertain Legislative Environment, TEIs 76th Annual Conference
    • June 21, 2021
      Cryptocurrency and Digital Transactions Tax Issues, 13th Annual U.S. and Latin America Tax Trends Conference
    • March 5, 2021
      International Tax Developments (Outbound) — Recently issued guidance applicable to PFICs, Federal Bar Association, Section on Taxation, 45th Annual Tax Law Conference
    • March 4, 2021
      Section 245A Update — Effect on US Shareholders in Cross-Chain Stock Sales, Federal Bar Association, Section on Taxation, 45th Annual Tax Law Conference
    • October 20, 2020
      The Final BEAT Regulations, International Tax Institute, Inc.
    • July 2, 2020
      Current Events Panel: Oh! The Places Your Attributes Will Go - Cross-Border 304s, 2020 Virtual Annual Meeting
    • May 6, 2020
      Revisiting the BEAT, American Bar Association
    • January 30, 2020
      Foreign Lawyers Forum and US Activities of Foreigners & Tax Treaties Joint Session, 2020 Midyear Tax Meeting, American Bar Association "Section 59A - BEAT Final Regulations"
    • January 23, 2020
      Corporate Taxation: Mergers and Acquisitions Update, 2020 Tax Legislative and Regulatory Update Conference "Cross-Border 304, PTEP, and Basis Issues"
    • December 19, 2019
      Panelist, Repatriation (PTI/245A)"Cross-Border 304, Section 245A, Basis, and PTEP Issues", 33rd Annual Institute on Current Issues in International Taxation, GW/IRS Conference
    • October 3-4, 2019
      Cross Border Partnership Theory and Panoply of Hot Topics: Section 168(k) Regulations, Where M&A and Section 245A Meet, Section 355 - No-Income-No Problem!, Cloud Regulations, and Other Current Developments!, 2019 Fall Tax Meeting, American Bar Association
    • July 24, 2019
      Corporate Mergers, Acquisitions, and Dispositions, TEI Federal Tax Course – Level 2: Reorganizations and Spin-Offs

    Speaking Engagements Prior to Jones Day

    American Bar Association, "Section 59A BEAT Proposed Regulations" January 18, 2019 New Orleans, LA

    American Bar Association, Repatriation of Foreign Earnings: Real or Imagined, Voluntary or Otherwise. October 5, 2018 Fall Meeting Atlanta, GA

    American Bar Association, "Mere Change": The New Final Section 368(a)(1)(F) Regulations", Mid-Year Meeting January 29, 2016 Los Angeles, CA

    DC Bar "Recent Developments Concerning Section 355" Washington DC, February 12, 2013

    American Bar Association, "Section 267(f) Final Regulations" May Meeting, May 2012

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